Manufacturing Business Overview

Manufacturing Business Overview and Services Agreement

RECITALS

WHEREAS, Manufacturer is engaged in the business of producing, assembling and testing manufactured components and finished goods, and maintains manufacturing facilities, equipment and personnel with demonstrated experience in production of the goods described herein; and

WHEREAS, Client desires to procure manufacturing, assembly, testing and quality assurance services for certain products, and Manufacturer is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Manufacturer shall manufacture, assemble, test and deliver Products described in the schedules or purchase orders appended or incorporated by reference. The detailed scope below shall control where inconsistent with other schedules.

PRODUCTION, CAPACITY & LOCATION

Estimated monthly production capacity: Lead time (standard) from receipt of approved specifications:

QUALITY STANDARDS & ACCEPTANCE

Manufacturer shall perform manufacturing in accordance with the quality standards set forth herein and in any attached specification. Products that fail to conform to agreed specifications may be rejected within days after delivery. Manufacturer shall maintain inspection and test records and permit Client reasonable access for audit of production and quality documentation.

MATERIALS AND SUPPLY

Responsibility for sourcing and cost of raw materials shall be as set forth below. Select responsibility and describe details.

PAYMENT TERMS

Client shall pay Manufacturer in consideration for the Services provided as follows.

Standard invoice payment period: Net days. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breach remains uncured for days following written notice. Either party may terminate without cause upon days' prior written notice.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public business, technical, commercial, financial and product information disclosed in connection with this Agreement. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those hereunder. The obligations of confidentiality shall survive termination for years, except for trade secrets for which protection shall continue as provided by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains ownership of product designs, specifications and related intellectual property provided to Manufacturer. Manufacturer retains ownership of pre-existing manufacturing processes and tooling it developed independently, provided that any tooling paid for in whole or in part by Client shall be subject to the parties' separately agreed terms or a statement of work.

COMPLIANCE, INSURANCE & INDEMNIFICATION

Manufacturer represents and warrants that it will perform in compliance with applicable laws, regulations and industry standards. Manufacturer shall maintain commercial general liability insurance with limits not less than: and provide certificate of insurance upon request. Each party shall indemnify, defend and hold harmless the other from claims arising from its own negligence, willful misconduct or breach of this Agreement, subject to applicable limitations of liability.

WARRANTIES

Manufacturer warrants that Products will conform to the agreed specifications and be free from defects in materials and workmanship for a warranty period of days following acceptance. Exclusive remedies for breach of this warranty shall be, at Manufacturer’s option, repair, replacement or refund of the purchase price for the defective Products.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be submitted to mediation prior to any litigation, except that either party may seek injunctive relief where necessary to protect intellectual property or confidential information.

ENTIRE AGREEMENT

This Agreement, together with all mutually executed statements of work, schedules, purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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